Exhibit 10.4


 


Amendment No. 1 to
Collaborative Development, Commercialization and License Agreement


 


This amendment (the “Amendment”) dated June 27, 2008 is to the
Collaborative Development, Commercialization and License Agreement dated October 8,
2007 between Synta Pharmaceuticals Corp., a Delaware corporation with offices
at 45 Hartwell Ave., Lexington, Massachusetts 02421 (“Synta”), and SmithKline
Beecham Corporation, a Pennsylvania corporation with offices at One Franklin
Plaza, Philadelphia, Pennsylvania 19101 (“GSK”) (the “Agreement”).


 


WITNESSETH:


 


WHEREAS,
Section 6.4.1(a) of the Agreement sets forth various payments to be
made by GSK to Synta upon the achievement of certain development and regulatory
milestones;


 


WHEREAS,
the Parties desire to modify certain milestones set forth in Section 6.4.1(a) to
be achieved by Synta; and


 


WHEREAS, the Parties desire to set forth the modifications to Section 6.4.1(a) as
set forth herein, pursuant to Section 14.7 of the Agreement.


 


NOW
THEREFORE, in consideration of the foregoing and the covenants and obligations
expressed herein, the Parties agree as follows:


 


1.               Capitalized terms used herein and not
otherwise defined herein shall have the respective defined meanings set forth
in the Agreement.


 


2.               The [***] dollar
($[***]) payment payable from GSK to Synta upon achievement of the milestone
entitled “[***] for [***] in the [***] of [***] as [***]
in [***]” in Section 6.4.1(a) of
the Agreement shall be [***]
to [***] dollars ($[***]).


 


3.               A payment of [***] dollars ($[***]) shall be payable by GSK to Synta upon
achievement of a [***]
to be included in Section 6.4.1(a) for the “[***] for [***] in the [***] of [***] as [***]
in [***].”


 


4.               The [***] dollar ($[***])
payment payable from GSK to Synta upon “[***] of [***]” [***] shall be payable
upon “[***] of a [***] the [***] of [***].”


 


5.               The [***] dollar ($[***])
payment payable by GSK to Synta upon achievement of “[***] of [***] in a [***]” [***] shall be payable upon the “[***] of the [***] of [***] for the [***].”


 


6.               The [***] dollar ($[***])
payment payable from GSK to Synta upon “[***] of [***] of [***]
and [***]” [***] shall be payable upon “[***] of [***] for the [***].”
For the avoidance of doubt, “[***] of [***]
for the [***]” shall be deemed to
have been achieved 


 


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934.


 

















 


upon [***]
from the [***] of the [***] from the [***] of [***] ([***], and [***]) [***] for the [***] for the [***] or [***].


 


7.               For ease of
reference, the tables in Appendix A,
attached hereto, set forth Section 6.4.1(a) as amended by the
foregoing.  GSK shall not be responsible
for any milestone payment associated with the achievement of any development or
regulatory milestones other than as set forth in Section 6.4.1(a), as
amended by this Amendment. Such payments shall be made in accordance with Section 6.4.2
of the Agreement.


 


8.               For the avoidance of doubt, nothing herein
amends or modifies the obligations of Synta to conduct the work set forth in Section 3.1.3(b) or
any other section of the Agreement.


 


9.               All other terms, conditions and provisions of
the Agreement shall remain in full force and effect except as otherwise
provided herein.  All references to the “Agreement”
therein shall mean the Agreement as amended by this Amendment.


 


10.         This Amendment may be signed in one or more counterparts, each of which
when taken together shall constitute one and the same instrument.


 


11.         This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without regard to the application of
principles of conflicts of law.


 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934.


 


[Remainder of page intentionally left blank – signature page to
follow]


 

















 


IN WITNESS WHEREOF, the
parties have caused this Amendment to be executed by their duly authorized
officers or representatives.


 


 


	
   

  	
   

  	
  SYNTA PHARMACEUTICALS CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Safi Bahcall

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SMITHKLINE BEECHAM CORPORATION

  
	
   

  	
   

  	
  (d/b/a GlaxoSmithKline)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:
  

  	
  /s/
  [***]

  
	
   

  	
   

  	
  Name: 

  	
  [***]

  
	
   

  	
   

  	
  Title: 

  	
  Vice
  President & Secretary

  
						



 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the Commission
pursuant to the Company’s application requesting confidential treatment under
Rule 24b-2 of the Securities Exchange Act of 1934.


 

















 


Appendix A


 


6.4.1        Milestones.


 


(a)           Development and Regulatory
Milestones.  As partial consideration for the
licenses granted to GSK by SYNTA under the terms of this Agreement, GSK  shall make the following non-refundable,
non-creditable (except as provided in Section 6.4.2(d) and Section 3.1.3(d))
payments to SYNTA:


 


	
  Indication Based 

  Milestone Events

  	
   

  	
  First Minor

  Indication

  ($ Million)

  	
   

  	
  Second

  Minor

  Indication

  ($ Million)

  	
   

  	
  First Major

  Indication

  ($ Million)

  	
   

  	
  Second Major

  Indication

  ($ Million)

  	
   

  
	
  [***] for [***] in the [***] of [***] as [***] in [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] for [***] in the [***] of [***] as [***] in [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] of the [***] for a [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  The earlier of (a) the date
  of determination by the JDC that the Ongoing Clinical Trial has achieved its
  primary endpoint, or (b) the date of determination by the JDC to file for
  Regulatory Approval in the U.S. Territory for STA-4783 for metastatic
  melanoma despite not meeting the primary endpoint in the Ongoing Clinical
  Trial

  	
   

  	
  25

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] for a [***]
  in the [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] for a [***]
  in the [***] for a [***] or any [***] if [***]
  not [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] for a [***] in [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] in the [***]for a [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] in the [***] or [***] for a [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] in [***] for a [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


 


	
  Other Milestone Events

  	
   

  	
  Milestone

  Payment

  ($ Millions)

  	
   

  
	
  First [***]
  of the following [***] events to occur: the [***] by the
  [***]
  that [***] the [***] for [***] the [***] the [***]
  in the [***]

  	
   

  	
  [***] for each event, for a total of [***]

  	
   

  
	
  [***] of a [***] the [***] of [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] of the [***]
  of [***]
  for the [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] by the [***]
  that the [***] the [***]

  	
   

  	
  [***]

  	
   

  
	
  [***] of [***] for the [***]

  	
   

  	
  [***]

  	
   

  
	
  Total

  	
   

  	
  [***]

  	
   

  



 


Portions of this Exhibit
were omitted and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential treatment
under Rule 24b-2 of the Securities Exchange Act of 1934.